1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE
SECURITIES EXCHANGE ACT OF 1934
[ ] FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2001
OR
Transition Report Pursuant to Section 13 or 15 (d)
of the Securities Exchange Act of 1934
For the transition period from _______ to _______
COMMISSION FILE NUMBER 0-14324
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MOORE-HANDLEY, INC.
-------------------
(Exact name of registrant as specified in its charter)
DELAWARE 63-0819773
(State or other jurisdiction of (I.R.S. Employer
incorporation of organization) Identification No.)
3140 PELHAM PARKWAY, PELHAM, ALABAMA 35124
- ----------------------------------------- -------------
(Address of principal executive offices) (Zip Code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to filing requirements
for the past 90 days.
Yes [ X ] No [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Common stock, $.10 par value 1,800,943 Shares
- ----------------------------- -----------------------------
Class Outstanding at June 30, 2001
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MOORE-HANDLEY, INC.
INDEX
Item No. Page No.
-------- --------
PART I. FINANCIAL INFORMATION - UNAUDITED
1. Condensed Balance Sheets -
June 30, 2001 and 2000 and December 31, 2000 3
Statements of Operations -
Three Months and Six Months Ended June 30, 2001 and 2000 4
Statements of Cash Flows -
Six Months Ended June 30, 2001 and 2000 5
Notes to Financial Statements 6
2. Management's Discussion and Analysis
Of Financial Condition and Results of Operations 7-11
3. Quantitative and Qualitative Disclosures About Market Risk
(The information required by this item is contained in "Management's
Discussion and Analysis of Financial Condition and Results of
Operations.") 10-11
PART II. OTHER INFORMATION
4. Submission of Matters to a Vote of Security Holders 11
6. Exhibits and Reports on Form 8-K 12
Signatures 12
Exhibit Index 13
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3
MOORE-HANDLEY, INC.
CONDENSED BALANCE SHEETS
JUNE 30, 2001 AND 2000 AND DECEMBER 31, 2000
JUNE 30 DECEMBER 31
------------------------------------------------------
2001 2000 2000
------------ ------------ ------------
(unaudited) (unaudited) (Note 1)
ASSETS:
Current assets:
Cash and cash equivalents $ 54,000 $ 104,000 $ 38,000
Trade receivables, net 23,769,000 25,074,000 22,318,000
Other receivables 4,820,000 4,046,000 3,283,000
Merchandise inventory 17,562,000 16,492,000 17,622,000
Prepaid expenses 167,000 599,000 312,000
Refundable income tax -- -- 223,000
Deferred income taxes 615,000 456,000 615,000
------------ ------------ ------------
Total current assets 46,987,000 46,771,000 44,411,000
Prepaid pension cost 905,000 1,078,000 1,008,000
Property and equipment 18,692,000 21,708,000 18,538,000
Less accumulated depreciation (10,304,000) (13,405,000) (9,726,000)
------------ ------------ ------------
Net property and equipment 8,388,000 8,303,000 8,812,000
Deferred charges, net 7,000 8,000 8,000
------------ ------------ ------------
$ 56,287,000 $ 56,160,000 $ 54,239,000
============ ============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY:
Current liabilities:
Accounts payable $ 20,328,000 $ 19,526,000 $ 16,927,000
Accrued payroll 523,000 473,000 464,000
Other accrued liabilities 1,844,000 1,757,000 1,229,000
Long-term debt due in one year 1,158,000 1,253,000 1,158,000
------------ ------------ ------------
Total current liabilities 23,853,000 23,009,000 19,778,000
Long-term debt 19,143,000 18,401,000 21,664,000
Deferred income taxes 671,000 1,076,000 671,000
Stockholders' equity:
Common stock, $.10 par value;
10,000,000 shares authorized,
2,510,000 shares issued 251,000 251,000 251,000
Other stockholders' equity 12,369,000 13,423,000 11,875,000
------------ ------------ ------------
Total stockholders' equity 12,620,000 13,674,000 12,126,000
------------ ------------ ------------
$ 56,287,000 $ 56,160,000 $ 54,239,000
============ ============ ============
See accompanying notes.
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MOORE-HANDLEY, INC.
STATEMENTS OF OPERATIONS
(UNAUDITED)
THREE MONTHS SIX MONTHS
ENDED JUNE 30 ENDED JUNE 30
------------------------------- -------------------------------
2001 2000 2001 2000
----------- ------------ ----------- ------------
Net sales $39,830,000 $ 38,642,000 $79,232,000 $ 82,397,000
Cost of merchandise sold 33,554,000 32,136,000 66,566,000 68,975,000
Warehouse and delivery expense 2,252,000 2,547,000 4,549,000 5,203,000
----------- ------------ ----------- ------------
Cost of sales 35,806,000 34,683,000 71,115,000 74,178,000
----------- ------------ ----------- ------------
Gross profit 4,024,000 3,959,000 8,117,000 8,219,000
Selling and administrative expense 3,294,000 3,812,000 6,561,000 7,584,000
----------- ------------ ----------- ------------
Operating income 730,000 147,000 1,556,000 635,000
Interest expense, net 333,000 385,000 767,000 758,000
----------- ------------ ----------- ------------
Income before income tax 397,000 (238,000) 789,000 (123,000)
Income tax 142,000 (91,000) 284,000 (47,000)
----------- ------------ ----------- ------------
Net income $ 255,000 $ (147,000) $ 505,000 $ (76,000)
=========== ============ =========== ============
Net income per common share - basic and diluted $ 0.14 $ (0.08) $ 0.28 $ (0.04)
=========== ============ =========== ============
Weighted average common shares outstanding 1,809,000 1,923,000 1,809,000 1,923,000
=========== ============ =========== ============
See accompanying notes.
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MOORE-HANDLEY, INC.
STATEMENTS OF CASH FLOW
(UNAUDITED)
SIX MONTHS
ENDED JUNE 30
2001 2000
------------- ----------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 505,000 $ (76,000)
Adjustments to reconcile net income (loss)
to net cash provided by operating activities:
Depreciation and amortization 596,000 693,000
Provision for doubtful accounts 150,000 150,000
Gain on sale of equipment (11,000) (16,000)
Change in assets and liabilities:
Trade and other receivables (3,138,000) (2,490,000)
Merchandise inventory 60,000 1,817,000
Accounts payable and accrued expenses 4,075,000 309,000
Other assets 471,000 (38,000)
----------- -----------
Total adjustments 2,203,000 425,000
----------- -----------
NET CASH PROVIDED BY OPERATING ACTIVITIES 2,708,000 349,000
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (171,000) (744,000)
Proceeds from sale of equipment 11,000 16,000
----------- -----------
NET CASH USED IN INVESTING ACTIVITIES (160,000) (728,000)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings (payments) of long-term debt (1,892,000) 437,000
Principal payments under long-term debt (629,000) --
Treasury stock issued (11,000)
----------- -----------
NET CASH PROVIDED BY(USED) IN FINANCING ACTIVITIES (2,532,000) 437,000
----------- -----------
Net increase in cash and cash equivalents 16,000 58,000
Cash and cash equivalents at beginning of period 38,000 46,000
----------- -----------
Cash and cash equivalents at end of period $ 54,000 $ 104,000
=========== ===========
See accompanying notes.
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MOORE-HANDLEY, INC.
NOTES TO FINANCIAL STATEMENTS
(INFORMATION PERTAINING TO THE THREE MONTHS
ENDED JUNE 30, 2001 AND 2000 IS UNAUDITED)
1. BASIS OF PRESENTATION
The financial statements included herein have been prepared by
Moore-Handley, Inc. (the "Company"), without audit in accordance with generally
accepted accounting principles for interim financial information and with the
instructions to Form 10Q and Article 10 of Regulation S-X. Accordingly, certain
information and footnote disclosures normally included in complete financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted pursuant to such rules and regulations, although
the Company believes that the disclosures are adequate to make the information
presented not misleading. The balance sheet at December 31, 2000 has been
derived from the audited financial statements at that date, but does not include
all of the information and footnotes required by generally accepted accounting
principles for complete financial statements. For further information, these
financial statements should be read in conjunction with the financial statements
and the notes thereto included in the Company's Annual Report on Form 10-K filed
with the Commission on March 30, 2001.
The financial information presented herein reflects all adjustments
(consisting only of normal recurring adjustments) which are, in the opinion of
management, necessary for a fair presentation of the results of the interim
periods. The results for interim periods are not necessarily indicative of
results to be expected for the year.
2. INCOME PER COMMON SHARE
Basic net income per share is based on the weighted average number of
common shares outstanding and net income. Diluted net income per share is based
on the weighted average number of common shares outstanding plus the effect of
dilutive employee stock options and net income. Basic and diluted earnings per
share were the same for the first and second quarter of 2001 and 2000.
3. REVENUE RECOGNITION
The Company recognizes revenues when goods are shipped.
4. RECLASSIFICATIONS
Certain amounts in the financial statements for the quarter ended June
30, 2000 have been reclassified to conform to the June 30, 2001 presentation.
5. DERIVATIVE INVESTMENTS AND HEDGING ACTIVITIES
As of January 1, 2001, the Company adopted Financial Accounting
Standards Board (FASB) Statement No. 133, Accounting for Derivative Instruments
and Hedging Activities. FASB Statement 133 requires the Company to recognize all
derivatives on the balance sheet at fair value. Derivatives that are not hedges
must be adjusted to fair value through income. If a derivative is a hedge,
depending on the nature of the hedge, changes in the fair value of the
derivative will either offset against the change in fair value of the hedged
item through earnings or recognized in other comprehensive income until the
hedged item is recognized in earnings. As of and since the adoption of FASB 133,
the Company has not entered into any derivative instruments, as defined in the
statement.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(UNAUDITED)
SUMMARY
Net sales for the quarter ended June 30, 2001, increased $1,188,000 or
3% from the same quarter in 2000. Net income per share for the quarter ended
June 30, 2001 was 14 cents per share compared to a net loss per share of 8 cents
for the quarter ended June 30, 2000. Net income per share for the six months
ended June 30, 2001 was 28 cents per share compared to a net loss of 4 cents per
share for the same period a year ago. Lower gross margin compared to a year ago
of $230,000 and $756,000 for the quarter and six months ended June 30, 2001,
respectively, was more than offset by lower logistic, selling and administrative
expenses and an increase in vendor allowances.
NET SALES
For the three months ended June 30, 2001, warehouse shipments decreased
$829,000 or 3.1% and factory direct shipments increased $2,017,000 or 16.8%
compared to the three months ended June 30, 2000. For the six months ended June
30, 2001 warehouse shipments decreased $3,902,000 or 7% and factory direct
shipments increased $737,000 or 2.7% compared to the six months ended June 30,
2000. Total net sales decreased $3,165,000 or 3.8% for the same six-month
period.
While sales have remained strong at our dealer marts held in February
and May 2001 (February and June in 2000), the Company has experienced a softness
in its regular (between Marts) business. The Company has received a favorable
response at its marts to the introduction of new programs, products and its
Hardware House private labeling efforts which were expanded at our May Mart.
This introduction of new products and programs, along with the earlier
scheduling of our Spring Mart (moved from June in 2000 to May in 2001),
favorably impacted sales for the second quarter ended June 30, 2001.
Gross margins on direct shipments are lower than gross margins on
warehouse shipments; however, expenses related to direct shipments are also
lower. Although factory direct shipments result in lower gross margin
percentages, the Company believes that direct shipments are an important part of
its business as a full-service wholesale distributor.
The following table sets forth the trend in net sales for 2000 and the
first and second quarters of 2001:
Increase (Decrease)
vs. Same Quarter
Net sales in Previous Year
-------------- -----------------
Amount Amount Percent
(in thousands) (in thousands) Change
-------------- -------------- ---------
Quarter
2000 - 1st ................... 43,755 (908) (2.0)
2nd ................... 38,642 (4,062) (9.6)
3rd ................... 38,903 (4,663) (10.7)
4th ................... 32,765 (3,518) (9.7)
2001 - 1st ................... 39,402 (4,353) (9.9)
2nd ................... 39,830 1,188 3.0
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OPERATIONS
The following table sets forth certain financial data as a percentage
of net sales for the periods indicated:
Three Months Ended Six Months Ended
June 30, June 30,
--------------------- ---------------------
2001 2000 2001 2000
------- ------- ------- -------
Net sales 100.0% 100.0% 100.0% 100.0%
======= ======= ======= =======
Gross margin 15.7 16.8 16.0 16.3
Warehouse and delivery expense 5.6 6.6 5.7 6.3
------- ------- ------- -------
Gross profit 10.1 10.2 10.3 10.0
Selling and administrative expenses 8.3 9.9 8.3 9.2
------- ------- ------- -------
Operating income 1.8 0.3 2.0 0.8
Interest expense, net 0.8 0.9 1.0 0.9
------- ------- ------- -------
Income before provision for income tax 1.0% -0.6% 1.0% -0.1%
======= ======= ======= =======
GROSS MARGIN
The gross margin percentage for the quarter ended June 30, 2001 was
15.7%, down from 16.8% in the second quarter of 2000. The decrease was due
primarily to the increase in factory direct shipments as a percent of total
sales.
The gross margin percentage for the six months ended June 30, 2001 was
16%, down slightly from 16.3% for the six months ended June 30, 2000. Improved
gross margin rates for warehouse shipments during the six months ended June 30,
2001 compared to the same period a year ago were offset by an increase in
factory direct shipments as a percent of total sales.
The following table sets forth the gross margin dollars, gross margin
percentages and year-over-year changes for 2000 and the first and second
quarters of 2001:
Increase (Decrease)
vs. Same Quarter
Gross Margin in Previous Year
--------------------------- -----------------------------
Amount Percentage Amount Percentage
(in thousands) of Sales (in thousands) Points
------------- ---------- -------------- --------
Quarter
2000 - 1st ................... $6,916 15.8% $ 460 1.3%
2nd ................... 6,506 16.8 (320) 0.8
3rd ................... 6,101 15.7 (831) (0.2)
4th ................... 4,634 14.1 (2,059) (4.3)
2001 - 1st ................... 6,390 16.2 (526) 0.4
2nd ................... 6,276 15.7 (230) (1.1)
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WAREHOUSE AND DELIVERY EXPENSE
As a percentage of warehouse shipments, warehouse and delivery expense
decreased to 8.7% in the second quarter of 2001 from 9.6% in the same quarter
last year. For the six months ended June 30, 2001, warehouse and delivery
expense decreased to 8.8% compared to 9.4% for the same period a year ago.
Warehouse productivity improvements and route consolidations initiated in May of
2000 had a favorable impact on warehouse and delivery expenses.
The following table sets forth the trend in warehouse and delivery
expense in 2000 and the first and second quarter of 2001:
Increase (Decrease)
Warehouse and Delivery vs. Same Quarter
Expense in Previous Year
------------------------------ -----------------------------
Percent of
Amount Warehouse Amount Percentage
(in thousands) Shipments (in thousands) Points
-------------- ---------- -------------- ----------
Quarter
2000 - 1st ................... $2,656 9.2% $ (37) (0.4)%
2nd ................... 2,546 9.6 (309) (0.4)
3rd ................... 2,451 9.6 (351) (0.3)
4th ................... 2,479 10.9 7 2.3
2001 - 1st ................... 2,297 8.9 (359) (0.3)
2nd ................... 2,252 8.7 (294) (0.9)
SELLING AND ADMINISTRATIVE EXPENSE
Selling and administrative expense decreased $518,000 or 13.6% compared
to the second quarter of 2000. For the six months ended June 30, 2001, selling
and administrative expense decreased $1,023,000 or 13.5% compared to the six
months ended June 30, 2000. Reductions were attained during the first six months
of 2001 due to sales territory consolidation and general and administrative
expense reductions initiated in May 2000. The Company has also experienced an
increase in vendor allowances.
The following table sets forth the quarterly trend in selling and
administrative expense in 2000 and the first and second quarters of 2001:
Increase (Decrease)
Selling and Adminstrative vs. Same Quarter
Expense in Previous Year
--------------------------- ------------------------------
Amount Percentage Amount Percentage
(in thousands) of Sales (in thousands) Points
-------------- ----------- ------------- -------------
Quarter
2000 - 1st .......... $3,772 8.6% $ 192 0.6%
2nd .......... 3,812 9.9 192 1.4
3rd .......... 3,309 8.5 (512) (0.3)
4th .......... 3,794 11.6 581 2.7
2001 - 1st .......... 3,267 8.3 (505) (0.3)
2nd .......... 3,294 8.3 (518) (1.6)
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INTEREST EXPENSE
Interest expense decreased $52,000 or 13.5% during the second quarter
of 2001 compared to the same period during 2000. The decrease was primarily due
to a decrease in the prime lending and libor based rates. As the greater average
principal amount outstanding outweighed lower average interest rates during the
six months ended June 30, 2001, interest expense increased $9,000 or 1.2% over
the same period last year.
LIQUIDITY AND CAPITAL RESOURCES
Net trade receivables decreased during the second quarter of 2001 by
$1,305,000 or 5.2% compared to the second quarter 2000 while inventory levels
have increased $1,070,000 or 6.5% compared to the second quarter in 2000.
From December 31, 2000 to June 30, 2001, the Company's net trade
receivables increased by $1,451,000 or 6.5%. The increase was primarily due to
the May Dealers' Mart. Net trade receivables decreased $1,305,000 or 5.2%
compared to June 30, 2000.
Inventories decreased by $60,000 or .3% in the six months ended June
30, 2001 compared with December 31, 2000. Inventories increased $1,070,000 or
6.5% compared to June 30, 2000. The increase in inventories can be attributed to
the ongoing special merchandise promotions. The Company continues its efforts to
manage and control inventory levels while maintaining its high "fill rate" (the
percentage of items shipped within 48 hours of the receipt of an order) on
customer orders.
Trade payables increased $3,401,000 or 20.1% from December 31, 2000
because of extended terms received from suppliers in connection with the May
Dealers' Mart. Trade payables increased $802,000 or 4.1% compared to June 30,
2000.
At June 30, 2001, the Company had unused lines of credit of $4,829,000.
In March 2000, the Company executed a working capital line increase and
extension. This new line allows for a maximum borrowing of $24,000,000 and, in
addition to 85% of eligible receivables, it is secured with 50% of eligible
inventory up to $6,000,000. This new line becomes annually renewable in August
2002. The Company believes this credit facility is adequate to finance its
working capital needs.
INTEREST RATE RISK
The following discussion about the Company's interest rate risk
includes "forward-looking statements" that involve risks and uncertainties.
Actual results could differ materially from those projected in the
forward-looking statements.
The Company's principal credit agreement bears a floating interest rate
based on the prime rate or at the Company's option a 2 1/2% over LIBOR. The
Company's lease with respect to industrial development bonds, issued to finance
the Company's principal warehouse distribution facility, bears a floating
interest rate based on 92% of the prime rate. Accordingly, the Company is
subject to market risk associated with changes in interest rates. At June 30,
2001, $19,177,301 was outstanding under the credit agreement and $368,000 was
outstanding under the industrial development lease agreement. For 2000, the
average principal amount outstanding under the credit agreement was $16,749,000.
Assuming the average amount outstanding under the credit agreement during 2001
is equal to such average amount outstanding during 2000 and assuming the Company
makes its scheduled amortization payments on its industrial development lease of
$589,000 in 2001, a 1% increase in the applicable interest rate during 2001
would result in additional interest expense of approximately $173,000, which
would reduce cash flow and pre-tax earnings dollar for dollar.
INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS
Certain of the statements contained in this report (other than the
financial statements and other statements of historical fact) are forward-
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looking statements. Words such as "expects" and "believes" indicate the presence
of forward-looking statements. There can be no assurance that future
developments will be in accordance with management's expectations or that the
effect of future developments on the Company will be those anticipated by
management. Among the factors that could cause actual results to differ
materially from estimates reflected in such forward-looking statements are the
following:
- competitive pressures on sales and pricing, including those
from other wholesale distributors and those from retailers in
competition with the Company's customers;
- the Company's ability to achieve projected cost savings from
its warehouse modernization and ongoing cost reduction
efforts;
- changes in cost of goods and the effect of differential terms
and conditions available to larger competitors of the Company;
- uncertainties associated with any acquisition the Company may
seek to implement; and
- changes in general economic conditions, including interest
rates.
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The annual meeting of the Registrant was held on Thursday, April 26,
2001 at 10:00 a.m. At the meeting, Messrs. William Riley, Pierce E. Marks, Jr.,
Michael B. Stubbs, Michael Palmer and Michael Gaines were elected as directors
of the Registrant.
The following table sets forth the distribution of votes cast with
regard to each of the nominees:
Votes Cast Votes
Nominee for Nominee Withheld
----------- --------
William Riley 1,451,592 61,100
--------- ------
Pierce E. Marks, Jr 1,451,592 61,100
--------- ------
Michael B. Stubbs 1,451,292 61,400
--------- ------
Michael Palmer 1,451,292 61,400
--------- ------
Michael Gaines 1,450,692 62,000
--------- ------
Also at the meeting, the proposed Moore-Handley, Inc. 2001 Stock
Incentive Compensation Plan was approved. The following table sets forth the
distribution of votes cast with regard to the proposal:
Number of
Votes
-------------
For 762,915
Against 80,869
Abstain 5,700
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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibit 3(a) - Restated Certificate of Incorporation of
Company, filed as Exhibit 3(a) to the Company's Annual Report
on Form 10-K for the year ended December 31, 1987 and
incorporated herein by reference,
3(a)-1 - Amendment to Restated Certificate of Incorporation
dated May 7, 1987, filed as Exhibit 3(a)-1 to the Company's
Annual Report on Form 10-K for the year ended December 31,
1987 and incorporated herein by reference,
3(b) - By-Laws of the Company, filed as Exhibit 3(d)
to the Company's Registration Statement on Form S-1
(Reg. No. 33-3032) and incorporated herein by
reference,
3(b)-1 - Article VII of By-Laws of the Company, as amended May
7, 1987 filed as Exhibit 3(b)-1 to the Company's Annual Report
on Form 10-K for the year ended December 31, 1987 and
incorporated herein by reference,
10.1 - Amendment to 2001 Incentive Compensation Plan of
the Registrant, adopted June 1, 2001,
27 - Financial Data Schedule (For SEC Purposes Only).
(b) There were no reports on Form 8-K filed by the Company during
the three-month period ended June 30, 2001.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MOORE-HANDLEY, INC.
-------------------
(Registrant)
/s/ Michael J. Gaines
---------------------
Date: July 31, 2001 Michael J. Gaines
President and
Chief Operating Officer
/s/ Gary C. Mercer
------------------
Gary C. Mercer
Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
----------- -----------
3 (a) Restated Certificate of Incorporation of Company, filed as
Exhibit 3(a) to the Company's Annual Report on Form 10-K For
the year ended December 31, 1987 and incorporated herein by
reference.
3 (a)-1 Amendment to Restated Certificate of Incorporation dated
May 7, 1987, filed as Exhibit 3(a)-1 to the Company's Annual
Report on Form 10-K for the year ended December 31, 1987 and
incorporated herein by reference.
3 (b) By-laws of the Company, filed as Exhibit 3(d) to the
Company's Registration Statement on Form S-1 (Reg. No.
33-3302) and incorporated herein by reference.
3 (b)-1 Article VII of By-laws of the Company, as amended May 7,
1987 filed as Exhibit 3(b)-1 to the Company's Annual Report on
Form 10-K for the year ended December 31, 1987 and
incorporated herein by reference.
10.1 Amendment to 2001 Incentive Compensation Plan, adopted June 1, 2001
27 Financial Data Schedule (For SEC Purposes Only).
13